Ainge, pulled early in the fourth quarter, completed 23 of 27 passes for 324 yards, including two TD tosses to Jayson Swain and an 84-yarder to Robert Meachem. His other scoring pass was a 7-yarder to Bret Smith.

Tennessee (4-1) returns to Southeastern Conference play next week at No. 10 Georgia.

The Tigers (1-3) had last week off to prepare for the Volunteers, but struggled all day. The Tigers' highlight was punter Michael Gibson pinning Tennessee inside its own 5 several times.

Memphis' new defense didn't fool the Vols as coach Tommy West had hoped. West, a former Tennessee tight end, fired defensive coordinator Joe Lee Dunn after a loss at East Carolina two weeks ago and changed the scheme to a conventional four-man front.

LaMarcus Coker added 125 yards on 26 carries in his first start for the Vols. Arian Foster missed the game with a sprained left ankle.

Tennessee had its first blowout against Memphis since 2001, and it was the largest margin of victory since a 55-16 win in 1969. The games have been close since Memphis' lone win, 21-17, in 1996.

The Tigers finished with 121 yards of total offense; Tennessee had 566.

The Vols opened the second half with a scoring drive capped by Swain's 51-yard TD reception for a 20-0 lead. Swain caught the pass along the sideline behind his defender and ran across the field to score.

After Memphis punted, Tennessee started at its own 3 and needed just five plays before Meachem's score.

Meachem leaped to catch the ball and kept running but was crowded on the sideline. Smith pushed two defenders out of the way, and Meachem ran untouched to the end zone.

Memphis' defense was able to keep Tennessee out of the end zone late in the third quarter when the Vols tried to run four straight times from the 1. But Tennessee came back on its next series and scored with Smith's diving catch at the goal line.

Trailing 3-0, Memphis had an interception returned for a touchdown erased by an offsides penalty in the first quarter. Quinton McCrary jumped in front of a pass by Ainge up the middle and returned it 38 yards.

Tennessee continued the 17-play drive that bridged the first two quarters and went ahead 10-0 on Ainge's 5-yard pass to Swain. Ainge rolled out to the right and was being backed up along the sideline when he finally threw it to his left to Swain in the back of the end zone.

The Tigers' starting running back Joseph Doss was suspended for the first half. ESPN reported it was for being late to a pre-game meeting, but team officials said they would have a statement after the game.

Doss ran for 77 yards against Tennessee last year in place of DeAngelo Williams, but he had only 13 yards on Saturday.

James Wilhoit added field goals of 28 and 49 yards for Tennessee. David Yancey ran 10 yards for a touchdown late in the fourth quarter.

The Vols were looking for their first shutout since a 48-0 victory over Vanderbilt in 2003, but Memphis took advantage of a fumble by Tennessee reserves. Martin Hankins completed a 21-yard TD pass to Duke Calhoun with 3:44 remaining.